Committed to good governance,
social responsibility, and environmental citizenship

We believe that how we work is as important as what we do. Our governance policies are designed to make sure that we build value responsibly, mindful of our responsibilities to all the stakeholders where we operate. We expect all officers, directors, employees, and contractors to follow the principles set out in our Code of Business Conduct and Ethics.

The board of directors is responsible for setting the Company’s overall strategy, ensuring compliance with our code of conduct, and financial oversight. Four of the board’s seven directors are independent: David Laing, Lawrence Lepard, Rostislav Raykov, and Antenor Silva. Rowland Uloth is not independent because he was previously Executive Chairman. David Birkett is not independent, because Amarillo is a client of Stratus Aeronautics, where he is a senior officer. Mr. Mutchler is not independent because he is the Amarillo’s President and Chief Executive Officer.

The board, which typically meets 12 times a year, largely exercises its independent oversight through meetings and four committees: audit, compensation, nominating and governance, and sustainability.

Audit Committee

David Birkett, Lawrence Lepard (Chair), Rostislav Raykov

The Audit Committee is responsible for overseeing the Company’s financial reporting process, the system of internal controls, management of financial risks, compliance with legal, ethical and regulatory requirements, and the audit process. It reviews and approves all financial reports, and typically meets 4 times a year.

Compensation Committee

David Laing, Lawrence Lepard, Rostislav Raykov (Chair)

The Compensation Committee is primarily responsible for determining the compensation to be paid to the Company’s CEO and evaluating his performance. The Compensation Committee also reviews and approves annual salaries, bonuses and other forms and items of compensation for the CEO and non-CEO officers and directors of the Company.

Nominating & Governance Committee

David Birkett, Antenor Silva, Rowland Uloth (Chair)

The Nominating & Governance Committee ensures that the Company complies with best practice corporate governance standards that are appropriate to a company of the Company’s nature and stage of development. It is also responsible for recruiting new directors, as appropriate.

Sustainability Committee

David Birkett, David Laing (Chair), Antenor Silva

The Sustainability Committee assists and guides the Company in fulfilling the health, safety, security, environmental, sustainable development, and social responsibility obligations that are appropriate to the Company’s nature and stage of development.

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